/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, April 8, 2015 /CNW/ - UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Clarus Securities Inc. on behalf of a syndicate of underwriters (the "Underwriters") pursuant to which the Underwriters have agreed to purchase 7,500,000 common shares ("Shares") from the treasury of the Company, at a price of $2.00 per Share for aggregate gross proceeds of $15,000,000 and offer them to the public by way of prospectus supplement (the "Offering").
In addition, the Company has granted the Underwriters an option ("Over-Allotment Option") to purchase up to an additional 1,125,000 Shares from the treasury of the Company at the offering price exercisable at any time up to 30 days following Closing (as defined below), for market stabilization purposes and to cover over-allotments, if any.
The Company intends to use the net proceeds of the Offering for general corporate purposes, including funding the Company's growth strategy.
Closing of the Offering is expected to occur on or about April 16, 2015 and is subject to regulatory approval including that of the Toronto Stock Exchange.
The Company has filed a base shelf prospectus with the Canadian Securities Administrators in the provinces of Alberta, British Columbia and Ontario. The Shares will be offered by way of a prospectus supplement supplementing the base shelf prospectus in the provinces of Alberta, British Columbia and Ontario, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions.
This press release does not constitute an offer of securities for sale in the United States. The Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that an action or event "will" be taken or occur (or similar language) and includes statements about the filing of a prospectus supplement, closing of the Offering, and UrtheCast's intended use of proceeds.
Forward-looking statements are subject to various known and unknown risks, many of which are beyond the ability of UrtheCast to control or predict, and which may cause UrtheCast's actual results to be materially different from those expressed or implied thereby, including, but not limited to continued commercial relationships with UrtheCast's International Space Station partners, the ability of UrtheCast's International Space Station assets to continue functioning properly, unexpected changes in international government policies as well as those factors discussed in the Company's annual information form dated March 20, 2015, (the "AIF") and the Company's short form base shelf prospectus dated April 7, 2014 (the "Prospectus") which are available under UrtheCast's SEDAR profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the AIF and Prospectus, and as otherwise disclosed from time to time on UrtheCast's SEDAR profile. UrtheCast undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
SOURCE UrtheCast Corp.
For further information: Scott Larson, CEO and Co-founder, (778) 331-7823 Direct